Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (A) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveIf, if either: during the period from the Closing Date until the second anniversary of the Closing Date (i) a the Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent of the aggregate Purchase Price (1.0%as such term is defined in the Securities Purchase Agreement) of such holder’s Pro Rata Interest Investor's Registrable Securities included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; , and (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; , and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “"Registration Delay Payments”; provided, that no ." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure or the aggregate Registration Delay Payments accruing under this Section initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (cI) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other a Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and occurs, or (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company, such as solely for the purposes of an example, failure to file any registration statement required hereby) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (A) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent the product of (1.0%i) $10,000 multiplied by (ii) the sum of such holder’s Pro Rata Interest in (A) .015, if the Aggregate Purchase Price on each Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (B) the product of (I) .0005 multiplied by (II) the following dates: sum of (x) the day number of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure days after the applicable Effectiveness Deadline that the Registration Statement is cured; not declared effective by the SEC, plus (y) the day number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Effectiveness Failure and Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall not be required to make any Registration Delay Payments for the period of time that the effectiveness of the Registration Statement is delayed, or that sales of Registrable Securities cannot be made after the Registration Statement is declared effective, as a result of the failure of the holder of Registrable Securities entitled to such payments to have provided the Company with any necessary information as set forth in Section 4(a).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 7(b), if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (Ai) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), or (Bii) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Registration Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition to any other rights the holders may have under this Agreement, the Warrants, the schedules and exhibits attached hereto and thereto (collectively, the “Transaction Documents Documents”) or under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c7(c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c7(c) exceed ten six percent (106%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if eitherIf: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(m)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, as liquidated damages (and in addition complete satisfaction and to the exclusion of any claims or remedies inuring to any other rights holder of Registrable Securities) to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement their pro rata portion (based on the amount of Registrable Securities held) an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of paid by the applicable Investor for the Registrable Securities included in such Registration Statement on each of the following dates: (xi) 20 days following the date of a Filing Failure; (ii) 20 days following the date of an Effectiveness Failure; (iii) 30 days following the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided.” Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate amount of Registration Delay Payments accruing under this Section (c) exceed exceed, in the aggregate, ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and by all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise Investors pursuant to the Registration Delay Payments is curedSecurities Purchase Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveany elections made pursuant to Section 4(b), if either: (i) a Registration Statement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement is: (A) Agreement, is not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadlinedeadline described in Section 2(e) of this Agreement, as the case may be (an “Effectiveness Failure”), or (iiiii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective DateCommission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than (A) during an Allowable Grace Period (as defined belowin Section 3(n) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kthis Agreement) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock but excluding failures caused solely by a breach of the applicable Investor's obligations hereunder), or (iv) a Grace Period (as defined in Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii), (iii) and (iv) above shall be referred to as a “Maintenance Failure”"REGISTRATION DELAY"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable law, in equity) the Company shall pay on the occurrence of each Registration Delay and every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Registration Delay is cured, (1) to each holder of Registrable Securities relating to such Registration Statement the Preferred Shares an amount in cash equal to one percent the product of (1.0%) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zi) the initial day of a Maintenance Failure principal amount paid for the Preferred Shares held by such holder or the related Conversion Shares multiplied by (ii) two percent (2%) and on every thirtieth (30th2) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a each holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that Warrants or Warrant Shares an amount in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.4

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) filed with the SEC but not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price of the Common Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, if either: (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “"Filing Failure”), ") or (II) declared effective by the SEC on or before the applicable Effectiveness Deadline (an "Effectiveness Failure") or (B) not on any day after a Registration Statement has been declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(o)(iv))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stockcomply with Section 2(f)) (a “"Maintenance Failure”," and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a "Registration Default"), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Shares by reason of any such delay in or reduction of its ability to such Registration Statement sell its Shares (which remedy shall be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) per month (on a 30/360 basis) of the aggregate purchase price paid pursuant to the Securities Purchase Agreement for such holder’s Pro Rata Interest 's Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided." In the event the Company fails to make Registration Delay Payments in a timely manner, that such Registration Delay Payments shall bear interest at the rate of the lesser of one and one-half percent (1.5%) per month (on a 30/360 basis). iii. A Registration Default shall be deemed not to have occurred and be continuing, and no Registration Delay Payments shall accrue as a result thereof, in relation to a Registration Statement if (i) (A) such Registration Default has occurred solely as a result of material events, with respect to the Company that would need to be described in such Registration Statement or the related Prospectus or (B) the Registration Default relates to any information supplied or failed to be supplied by a Buyer of Registrable Securities and (ii) the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement to describe such events as required following the termination of the Reporting Periodby Section 3(o); provided furtherprovided, however, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first any case if such Registration Delay Payment shall be paid within three Default occurs for a continuous period in excess of forty-five (345) Business Days after the event days beyond any permitted forty-five (45) or failure giving rise to such Registration Delay Payment occurred and all other ninety (90) day suspension period (as provided by Section 3(o)), Registration Delay Payments shall be paid on payable in accordance with this Section 2(g) from the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Default occurs until such Registration Delay Payments Default is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) (A) the Additional Registration Statement is not filed with the SEC on or before the Additional Filing Deadline (a “Filing Failure”) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (A) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register register, subject to the grace periods set forth in Section 3(q) a sufficient number of shares of Common StockStock to enable resale of 100% of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants without regard to limitations on conversion, redemption and exercise of such Notes and Warrants and assuming such conversion, redemption or exercise occurred on the date of the filing of the Registration Statement or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one percent (1%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that the Company will not be liable for Registration Delay Payments under this Section in respect of the Warrants.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the date 90 days from the Closing Date; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"Registration Delay Payments”; provided, that no ". Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein, (y) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall be payable with respect to any Registrable Securities excluded from a Registration Statement by election of an Investor.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (A) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Preferred Shares relating to such Registration Statement an amount in cash per such Preferred Share held equal to one percent the product of (1.0%i) $10,000 multiplied by (ii) the sum of such holder’s Pro Rata Interest in (A) .015, if the Aggregate Purchase Price on each Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (B) the product of (I) .0005 multiplied by (II) the following dates: sum of (x) the day number of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure days after the Effectiveness Deadline that the Registration Statement is cured; not declared effective by the SEC, plus (y) the day number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Effectiveness Failure and Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding the foregoing, Registration Delay Payments shall not accrue or be payable in connection with Warrant Shares. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (a) Subject to paragraph (b) aboveSection 4.2, if either: (ia) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (Ai) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (Bii) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iib) on any day during the Reporting Period and after the Effective Effectiveness Date, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable a Grace Period (as defined below) or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (15) 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Shares by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities Purchaser relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder Purchaser shall be entitled pursuant to this Section (c) 4.5 are referred to herein as “Registration Delay Payments”; provided, provided that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided , and, provided, further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 4.5 exceed ten percent (10%) 6.0% of a holderPurchaser’s Pro Rata Interest interest in the Aggregate aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. (b) Notwithstanding anything to the contrary herein, at any time after the Effectiveness Date, the Company may delay the disclosure of material, non-public information concerning the Company that would be required to be made in a registration statement filed with the Commission so that such registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading the disclosure of which at the time is not, in the good faith opinion of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, would not be required to be made at such time but for the continued use of such registration statement (a “Grace Period”); provided, that the Company shall promptly: (i) notify Purchaser in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to Purchaser) and the date on which the Grace Period will begin, and (ii) notify Purchaser in writing of the date on which the Grace Period ends; and, provided further, that the Grace Periods shall not exceed an aggregate of 30 Trading Days during any 365-day period and the first day of any Grace Period must be at least 15 days after the last day of any prior Grace Period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date Purchaser receives the notice referred to in clause: (i) and shall end on and include the later of the date Purchaser receives the notice referred to in clause (ii) and the date referred to in such notice. Upon expiration of the Grace Period, the Company shall again be bound by Section 4.6(c) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Purchaser has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to Purchaser’s receipt of the notice of a Grace Period and for which Purchaser has not yet settled.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission on or before the applicable Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the applicable Effective DateDate of any Registration Statement, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, (A) the Company shall pay to each holder Holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate conversion price or exercise price, as the case may be, applicable with respect to such holderHolder’s Pro Rata Interest Registrable Securities included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) on the thirtieth day after the date of a Filing Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure has been cured or the Effectiveness Period has terminated, whichever is curedearlier; (yii) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the such Effectiveness Failure is curedcured or the Effectiveness Period has terminated, whichever is earlier; and (ziii) on the initial thirtieth day after the date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedcured or the Effectiveness Period has terminated, whichever is earlier. The payments to which a holder Holder shall be entitled pursuant to this Section (c3(a) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedcured or the Effectiveness Period has terminated. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, in no event shall the Company be required to pay Registration Delay Payments for a contemporaneous Filing Failure and Effectiveness Failure. Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may (i) delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required or (ii) cause the Registration Statement to be suspended if such suspension is required by law, rule or regulation, or is otherwise in the best interest of the Company (a “Grace Period”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the date on which the Grace Period ends; and, provided further, that (x) no Grace Period shall exceed five (5) consecutive Trading Days, (y) during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) calendar days and (z) the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) and the date referred to in such notice. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver unlegended Registrable Securities to a transferee of an Holder in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the applicable Registration Statement, prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ; or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), and a Filing Failure, Effectiveness Failure and Maintenance Failure each being referred to herein as a “Failure”) then, in addition lieu of the damages to any other rights holder by reason of any such delay in or reduction of its ability to sell the holders may have underlying shares of Common Stock (which payments shall be the exclusive remedies available under the Transaction Documents this Agreement or under applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price) (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day within five (5) Trading Days of a Filing Failure and on every thirtieth monthly anniversary of such Filing Failure (30th) day (prorated in each case, on a pro rata basis for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (yii) the day within five (5) Trading Days of a an Effectiveness Failure and on every thirtieth monthly anniversary of such Effectiveness Failure (30th) day (prorated in each case, on a pro rata basis for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial on every thirtieth day of (pro rated for shorter periods) following a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The cured (which payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing exclusive remedies available under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event Agreement or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.under applicable

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount (the “Liquidated Damages Amount”) in cash equal to (A) one-quarter of one percent (1.00.25%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Agreement) of the Notes relating to such Investor’s Registrable Securities included in such Registration Statement for the first 90 day period following a Filing Failure, Effectiveness Failure or Maintenance Failure, (B) one-half of one percent (0.50%) of the aggregate Purchase Price on of the Notes relating to such Investor’s Registrable Securities included in such Registration Statement for the following 60 day period, and (C) three-quarters of one percent (0.75%) of the aggregate Purchase Price of the Notes relating to such Investor’s Registrable Securities included in such Registration Statement for each subsequent 30 day period. Liquidated Damages Amounts will accrue for each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The rate of accrual of the Liquidated Damages Amount with respect to any period will not exceed the rate provided in this paragraph notwithstanding the occurrence of multiple concurrent events giving rise to the Liquidated Damages Amount. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at a rate per annum equal to the default rate under the Notes until paid in full. Notwithstanding anything to the foregoing, Liquidated Damages Amounts will not be payable by the Company pursuant to the terms hereof to the extent that such delays are caused by an Investor’s failure to provide the information required by Section 4(a).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject On the date hereof, as relief for the damages to paragraph the holders by reason of the delay prior to the date hereof in their ability to sell the ADRs (bwhich remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the holder of Initial Registrable Securities as of the date hereof an amount in cash equal to $129,166.67 (the "Current Failure"). If a Registration Statement covering all of the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the Initial Effectiveness Deadline (an "Initial Effectiveness Failure") abovethen, if either: as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the ADRs (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Investor holding Registrable Securities relating to such Registration Statement an amount in cash equal to (i) on the date of such Initial Effectiveness Failure such Investor's pro rata share of $765,000 (computed by dividing the number of Registrable Securities relating to such Registration Statement of such Investor by the total number of Registrable Securities of the Investors relating to such Registration Statement and multiplying the result by $765,000) and (ii) two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement on every thirtieth day (pro rated for periods totaling less than thirty days) from the date of an Initial Effectiveness Failure until such Initial Effectiveness Failure is cured. If a Registration Statement covering all of the Additional Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the Additional Effectiveness Deadline (an "Additional Effectiveness Failure") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the ADRs (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Investor holding Registrable Securities relating to such Registration Statement an amount in cash equal to (i) on the date of such Additional Effectiveness Failure an amount in cash equal to such Investor’s pro rata share of seven and one-half percent (7.5%) of the principal amount of Notes then outstanding (computed by dividing the number of Registrable Securities relating to such Registration Statement of such Investor by the total number of Registrable Securities of the Investors relating to such Registration Statement and multiplying the result by seven and one-half percent (7.5%) of the principal amount of Notes then outstanding) and (ii) such Investor’s pro rata share of one percent (1.0%) of the principal amount of Notes then outstanding on every thirtieth day (pro rated for periods totaling less than thirty days) from the date of an Additional Effectiveness Failure until such Additional Effectiveness Failure is cured (computed as to each day by dividing the number of Registrable Securities relating to such Registration Statement of such Investor by the total number of Registrable Securities of the Investors relating to such Registration Statement and multiplying the result by one percent (1%) of the principal amount of Notes then outstanding). If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is not, with respect to a Subsequent Registration Statement, (A) not filed with the Commission SEC on or before the Subsequent Filing Deadline (a “"Subsequent Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Subsequent Effectiveness Deadline (a "Subsequent Effectiveness Failure"); (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not, with respect to an Additional Registration Statement, filed with the SEC on or before the Additional Filing Deadline (an "Additional Filing Failure") (provided that, no Additional Filing Failure shall be deemed to have occurred in the event that the Company withdraws an Additional Registration Statement at request of the SEC filed on or before the Additional Filing Deadline and files a subsequent Additional Registration Statement after the Additional Filing Deadline and prior to the Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ; or (iiiii) on any day during the Reporting Period and after the applicable Effective Date, Date (A) sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares ADRs), or (B) the Registrable Securities are not listed or included for quotation on an Eligible Market (as defined in the Notes) or trading of Common Stockthe ADRs is suspended or halted thereon (other than during an Allowable Trading Grace Period) (each, a “"Maintenance Failure”"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the ADRs (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one half percent (1.01.5%) of such holder’s Pro Rata Interest in the Aggregate aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xA) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Subsequent Filing Failure until such Subsequent Filing Failure is cured; (yB) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Additional Filing Failure until such Additional Filing Failure is cured; (C) every thirtieth day (pro rated for periods totaling less than thirty days) from the date of a Subsequent Effectiveness Failure until such Subsequent Effectiveness Failure is cured; (D) every thirtieth day (pro rated for periods totaling less than thirty days) from the date of an Additional Effectiveness Failure until such Additional Effectiveness Failure is cured; and (zE) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter from the date of a Maintenance Failure until such Maintenance Failure is cured; provided however that such amount shall not be duplicative or owed more than once with respect to any day which falls within a period described in more than one of clauses (A) through (D) immediately preceding this proviso in this sentence. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common StockStock or a failure to maintain the listing of the Common Stock on the Principal Market) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement that are then owned by such Investor on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is curedFailure; (yii) the day of an Effectiveness Failure and on every thirtieth Failure; (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure Failure; and (iv) on the thirty day anniversary of each of the preceding days referred to in clauses (i), (ii) and (iii) and every thirtieth day thereafter (30th) day (prorated in each case, pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure, Effectiveness Failure or Maintenance Failure Failure, as the case may be, is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%), or such lower maximum amount permitted by law, per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the 45th day after the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for more than five (5) Business Days (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided." Notwithstanding the foregoing, that no Investor shall be entitled to a Registration Delay Payment if the Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, for which such Registration Delay Payments shall would otherwise be required following payable are the termination result of the Reporting Period; provided furtherfailure of (A) such Investor to provide the Company with information reasonably requested by the Company and necessary to complete, that amend or supplement the Registration Statement or (B) Legal Counsel to timely deliver any comments or objections to the Registration Statement to the Company in no event shall the aggregate Registration Delay Payments accruing under this accordance with Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months3(c). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) the Company has not declared effective by filed a Response with the Commission SEC on or before the Effectiveness an Efforts Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFORTS FAILURE") or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE"), then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Stock (which remedy shall be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Efforts Failure and the initial day of a Maintenance Failure, as the case may be, or on the third Business Day after any such Filing Failure, Efforts Failure or Maintenance Failure is cured, an amount in cash equal to one percent the product of (1.0%i) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to as such term is defined in Securities Purchase Agreement) paid by such Investor multiplied by (ii) 0.01 per month (or a total delay prorated daily amount for a period of six (6) monthsless than a month). The first In the event the Company fails to make any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payment payments shall bear interest at the rate of 1.0% per month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full. Notwithstanding the foregoing, if a Filing Failure, an Efforts Failure, or a Maintenance Failure, results from the Company not exerting its best efforts to avoid any such failure, then the remedy set forth above shall be paid within three (3) Business Days after the event non-exclusive of any other remedies available at law or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedin equity.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the respective Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the product of (x) the Market Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Purchase Price Warrant) of such Investor’s Registrable Securities whether or not included in such Registration Statement and (y) the number of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(h) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (A) is not filed with the Commission SEC on or before the Filing Deadline respective filing deadline (a “"Filing Failure”), or (B") not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1made, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares Common Shares or to maintain the listing of the Common Stock) Shares (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder Buyer of Registrable Securities relating to such Registration Statement an amount in cash equal to one (A) two percent (1.02.0%) of such holderthe outstanding principal each Buyer’s Pro Rata Interest in the Aggregate Purchase Price Note, on each of the following dates: (xi) the day of a Filing Failure; (ii) the initial day of a Maintenance Failure; (iii) on the thirtieth day after the day of a Filing Failure (pro rated for periods totaling less than thirty days); (iv) on the thirtieth day after the initial day of a Maintenance Failure (pro rated for periods totaling less than thirty days) and (B) one percent (1.0%) on the outstanding principal each Buyer’s Note, on each of the following dates: (i) on every thirtieth day following the thirty-first day following such Filing Failure (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; and (yii) the day of an Effectiveness Failure and on every thirtieth day following the thirty-first day following such Maintenance Failure (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments above shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, if either: (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), ) or (BII) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iiB) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(n)(iv)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stockcomply with Section 2(f)) (a “Maintenance Failure,” and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a “Registration Default”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Shares by reason of any such delay in or reduction of its ability to such Registration Statement sell its Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) of the aggregate purchase price paid pursuant to the Securities Purchase Agreement for such holder’s Pro Rata Interest Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter following the Filing Failure until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter following the Effectiveness Failure until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter following the Maintenance Failure until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (Ii) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (on a 30/360 basis). Notwithstanding any provision herein or in the Securities Purchase Agreement, in no event shall the aggregate amount of Registration Delay Payments (or interest thereon) paid hereunder exceed, in the aggregate, 6% of the aggregate purchase price of the Shares purchased by the Buyers under the Securities Purchase Agreement. iii. A Registration Default shall be deemed not to have occurred and be continuing, and no Registration Delay Payments shall accrue as a result thereof, in relation to a Registration Statement if (i) the Registration Default has occurred solely as a result of any information supplied or failed to be supplied by an Investor to the Company expressly for use in connection with the preparation of such Registration Statement or (ii) such Registration Default has occurred solely as a result of material events with respect to the Company that would need to be described in such Registration Statement or the related Prospectus and the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement to describe such events as required by Section 3(n); provided, however, that if such Registration Default pursuant to (ii) continues for a period in excess of forty-five (45) days beyond any permitted forty-five (45) or ninety (90) day suspension period (as provided by Section 3(n)), Registration Delay Payments shall be payable in accordance with this Section 2(g) from the day such Registration Default occurred until such Registration Default is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall any Registration Delay Payments accrue hereunder from and after the six (6) month anniversary of the Closing Date.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before 30 days after the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) the aggregate Principal (as such term is defined in the Notes) convertible into Conversion Shares included in such Registration Statement of such holder’s Pro Rata Interest in Investor's Notes multiplied by (ii) the Aggregate Purchase Price on each sum of (A) 0.015, if such Registration Statement is not filed by the following dates: applicable Filing Deadline, plus (B) 0.015, if such Registration Statement is not declared effective by 30 days after the applicable Effectiveness Deadline, plus (C) the product of (I) 0.0005 multiplied by (II) the sum of (x) the day number of a days after the applicable Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure Deadline that the Registration Statement is cured; not filed with the SEC, plus (y) the number of days after the 30th day of an after applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities REGISTRATION RIGHTS AGREEMENT required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the earlier of (x) the Effectiveness Deadline or Additional Effectiveness Deadline, as (y) three (3) Business Days of receipt by the case may Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an “"Effectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”)) shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, or (ii) on any day during the Reporting Period and after the Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable a Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the Purchase Amount of such holder’s Pro Rata Interest Investor's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30or partial period) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed six percent (6%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Common Stock and Warrants or in the event the Investor’s Common Stock or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Common Stock. The payments to which a holder shall be entitled pursuant to this Section (c2(c) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured."

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one (A) one-half of a percent (1.00.5%) of the aggregate principal amount of such holderInvestor’s Pro Rata Interest Notes relating to the Registrable Securities included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure and (B) one percent (1.0%) of the aggregate principal amount on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. Payments under this Section 2(f) are not cumulative, and any payment in respect of a Filing Failure, an Effectiveness Failure, or a Maintenance Failure, as the case may be, shall preclude any other such payment. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price of the Notes.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateRegistration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register a sufficient number of shares of Common Stock) for a period of more than five (5) consecutive days or more than ten (10) days in a “Maintenance Failure”365-day period (including days during Grace Periods (as defined in Section 3(t))), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to one percent the product of (1.0%i) $1,000 multiplied by (ii) the sum of such holder’s Pro Rata Interest in (A) 0.015, if the Aggregate Purchase Price on each Registration Statement is not filed by the Filing Deadline, plus (B) 0.015, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .0005 multiplied by (II) the following dates: sum of (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial number of days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on such Registration Statement and in excess of five (5) consecutive days or in excess of ten (10) days in a 365-day of a Maintenance Failure and on every thirtieth period (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedincluding days during Grace Periods). The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) of this Agreement is: (A) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the Effective Date, Effectiveness Deadline sales of all of the Registrable Securities required to be included on such Registration Statement (other than shares of Common Stock which are contractually restricted from being sold or cannot be sold due to a requirement under applicable state blue sky laws or regulations which the Company is otherwise excused from compliance with hereunder) cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock)(a "MAINTENANCE FAILURE"), or (iii) from and after the Effectiveness Deadline, the Common Stock is not listed or quoted, or is suspended from trading on OTC Bulletin Board for a period of three Trading Days within any rolling 180 calendar day period (a “Maintenance Failure”which need not be consecutive Trading Days) during the Registration Period (as defined below), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one percent (1.0%) 1% of such holder’s Pro Rata Interest said Investor's total investment per month or part thereof. Such amount shall be payable in the Aggregate Purchase Price on each form of additional shares of Preferred Stock and such Preferred Stock will constitute Registrable Securities. In the event the Company fails to issue such Preferred Stock within 30 days of the following dates: date the Company first becomes obligated to issue them hereunder, the Company shall pay interest on the value thereof (x) based on the day price per share of a Filing Failure and on every thirtieth (30th) day $3.56 at the rate of 1.5% per month (prorated for periods totaling less than thirty (30partial months) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedpaid in full. The payments to which a holder To avoid confusion, Existing Holders shall not be entitled pursuant to this Section (c) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing any payment under this Section (c2(g) exceed ten percent (10%) with respect to any shares of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid Common Stock owned by them on the earlier date of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedthis Agreement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: i. If (i) a Registration Statement covering all of the Initial Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a)(i) or Section 2(e)(i) of this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Initial Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(t))) pursuant to such Registration Statement (includingincluding because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e)), then, as partial relief for the damages to any holder of Notes or Initial Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the sum of (A) the principal amount of the Notes held by such holder and (B) the total Aggregate Exercise Price (as defined in the Initial Warrants) of all Initial Warrants held by such holder, multiplied by (ii) the sum of (A) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without limitationduplication) of (x) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included on such Registration Statement pursuant to Section 2(e)(i). ii. If (i) a Registration Statement covering all the Repurchase Warrant Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) or Section 2(e)(ii) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the SEC sales of all the Repurchase Warrant Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period) pursuant to such Registration Statement (including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”, as determined in accordance with Section 2(e)), then, in addition as partial relief for the damages to any holder of Repurchase Warrants by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) the total Aggregate Exercise Price (as defined in the Repurchase Warrants) of all Repurchase Warrants held by such holder’s Pro Rata Interest in holder and to which such Registration Statement relates, multiplied by (ii) the Aggregate Purchase Price on each sum of (A) 0.02, if such Registration Statement is not filed by the following dates: applicable Filing Deadline, plus (B) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (x) the day number of a days after the applicable Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Effectiveness Failure Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Repurchase Warrant Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e)(ii). iii. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of the lesser of 2.0% per month (prorated for partial months) or the highest lawful interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, if either: (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), ) or (BII) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iiB) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(o)(iv))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stockcomply with Section 2(f)) (a “Maintenance Failure,” and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a “Registration Default”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Shares by reason of any such delay in or reduction of its ability to such Registration Statement sell its Shares (which remedy shall be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) per month (on a 30/360 basis) of the aggregate purchase price paid pursuant to the Securities Purchase Agreement for such holder’s Pro Rata Interest Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided.” In the event the Company fails to make Registration Delay Payments in a timely manner, that such Registration Delay Payments shall bear interest at the rate of the lesser of one and one-half percent (1.5%) per month (on a 30/360 basis). iii. A Registration Default shall be deemed not to have occurred and be continuing, and no Registration Delay Payments shall accrue as a result thereof, in relation to a Registration Statement if (i) (A) such Registration Default has occurred solely as a result of material events, with respect to the Company that would need to be described in such Registration Statement or the related Prospectus or (B) the Registration Default relates to any information supplied or failed to be supplied by a Buyer of Registrable Securities and (ii) the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement to describe such events as required following the termination of the Reporting Periodby Section 3(o); provided furtherprovided, however, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first any case if such Registration Delay Payment shall be paid within three Default occurs for a continuous period in excess of forty-five (345) Business Days after the event days beyond any permitted forty-five (45) or failure giving rise to such Registration Delay Payment occurred and all other ninety (90) day suspension period (as provided by Section 3(o)), Registration Delay Payments shall be paid on payable in accordance with this Section 2(g) from the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Default occurs until such Registration Delay Payments Default is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateRegistration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to one percent the product of (1.0%i) $1,000 multiplied by (ii) the sum of such holder’s Pro Rata Interest in (A) .02, if the Aggregate Purchase Price on each Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .00067 multiplied by (II) the following dates: sum of (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 2.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 4.3, Section 4.5 and Section 4.7 hereof, if either: (i) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement following the Closing is: (A) not filed with the Commission on or before the a Filing Deadline Date (a “Filing Failure”), ) or (B) not declared effective by the Commission on or before the an Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Dateeffectiveness, sales of all of the Registrable Securities Shares required to be included on in such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if by virtue of the Registration Statement is on Form S-1, for a period provisions of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-KSection 4.7 hereof) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Shares required to be included in such Registration Statement by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawRegistrable Shares, the Company shall pay to each such holder of such Registrable Securities relating Shares required to be included in such Registration Statement an amount in cash equal to one percent (1.0%) % of the purchase price paid to the Company in connection with the original sale and issuance by the Company of such holder’s Pro Rata Interest in the Aggregate Purchase Price Registrable Shares on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; , (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; , and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 4.4 are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 4.4 with respect to any Registrable Shares exceed ten percent (10%) % of a holder’s Pro Rata Interest the purchase price paid to the Company in connection with the Aggregate Purchase Price (i.e., corresponding to a total delay original sale and issuance by the Company of six (6) months)such Registrable Shares. The first such Registration Delay Payment shall be paid within three (3) Business Days business days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one quarter of one percent (1.00.25%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 2.25% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), then, but subject to the limitation set forth in addition to any other rights the holders may have under the Transaction Documents or under applicable lawlast sentence of this Section 2(f), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such holder’s Pro Rata Interest in the Aggregate Purchase Price 's Registrable Securities on each of the following dates: (xi) the initial day of a Filing Failure; (ii) the initial day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure, and (B) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such holder's Registrable Securities on each of the following dates: (i) on the thirtieth day after the day of a Filing Failure and on every thirtieth successive 30th day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on the thirtieth day after the day of an Effectiveness Failure and on every thirtieth successive 30th day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on the thirtieth day after the initial day of a Maintenance Failure and on every thirtieth successive 30th day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding the other provisions of this Section 2(f), in no event shall the Company be liable for damages in excess of 8% of the aggregate purchase price paid by the holders of Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is not with respect to a Subsequent Registration Statement, (A) not filed with the Commission SEC on or before the Subsequent Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date (A) sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares ADRs), (B) the Registrable Securities are not listed or included for quotation on an Eligible Market (as defined in the Notes) or trading of Common Stockthe ADRs is suspended or halted thereon (other than during an Allowable Trading Grace Period) (each, a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the ADRs (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest in the Aggregate aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xA) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yB) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter from the date of an Effectiveness Failure until such Effectiveness Failure is cured; cured and (zC) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter from the date of a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 12, 2008 and April 14, 2008 and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Any amount in excess of the Registration Delay Payments Cap (the "EXCESS REGISTRATION DELAY PAYMENTS") shall cause the Conversion Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investor's Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Additional Registrable Securities that are not included on any applicable Additional Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Additional Registrable Securities included in such Additional Registration Statement in order for such Additional Registration Statement to be able to avail itself of Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, if either: (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), ) or (BII) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iiB) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(s))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock, as determined in accordance with Section 2(f)) (a “Maintenance Failure,” and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a “Registration Default”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Shares or Preferred Shares by reason of any such delay in or reduction of its ability to such Registration Statement sell its Shares or Conversion Shares, as applicable (which remedy shall not be exclusive of any other remedies available at law or in equity), an amount in cash equal to one percent (1.0%) of the aggregate purchase price paid pursuant to the Securities Purchase Agreement for such holder’s Pro Rata Interest Registrable Securities required to be included in the Aggregate Purchase Price such Registration Statement on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (IIB) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of the lesser of one percent (1.0%) per month (prorated for partial months) or the highest lawful interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares Shares of Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"REGISTRATION DELAY PAYMENTS." Notwithstanding the foregoing, to the extent that there simultaneously exists more than one of the following: (i) a Filing Failure, (ii) an Effectiveness Failure or (iii) a Maintenance Failure, no more than one Registration Delay Payments”; provided, that no Payment shall accrue simultaneously. Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall be exclusive of any other rights the holders may have under the Transaction Documents or under applicable lawmonetary remedies available, excluding remedies of specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, as liquidated damages and not as a penalty, an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter following a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter following an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter following a Maintenance Failure until such Maintenance Failure is cured; provided that at no time shall the Company be required to make payments pursuant to the terms hereof in excess of one and one-half percent (1.5%) during any thirty (30) day period. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid in arrears on the earlier of (I) the last day of the calendar month during which thirty (30) day period following the event or failure giving rise to such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if If either: (ia) a Registration Statement covering all of the applicable Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: (Ai) not filed with the Commission on or before the applicable Filing Deadline Date (a “Filing Failure”), or (Bii) not declared effective by the Commission on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be Date (an “Effectiveness Failure”), or (iib) on at any day during the Reporting Period and time after the Effective Effectiveness Date, sales of all of the applicable Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (Ai) during an Allowable Grace Period (as defined below) permitted under Section 4.6, or (Bii) if the Registration Statement is on Form S-1, for a period of fifteen (15) 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition satisfaction of the damages to any other rights holder of Registrable Shares by reason of any such delay in or reduction of its ability to sell the holders may have under the Transaction Documents or under applicable lawunderlying shares of Common Stock, the Company shall pay to each holder of Registrable Securities Shares relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of such holder’s Pro Rata Interest pro rata interest in the Aggregate Purchase Price aggregate purchase price applicable to such Registrable Shares that are not then registered on each of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) 30th day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) 30th day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) 30th day (prorated for periods totaling less than thirty (30) 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 4.4 are referred to herein as “Registration Delay Payments”; provided, provided that no Registration Delay Payments shall be required following such time as when the termination of the Reporting Period; Company’s registration obligations terminate under Section 4.7, and provided further, further that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) 4.4 exceed ten percent (10%) % of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months)aggregate purchase price. The first such Registration Delay Payment shall be paid within three (3) Business Days business days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Payments is cured. If a given Purchaser elects to receive the Registration Delay Payments as a remedy for any Filing Failure, Effectiveness Failure or Maintenance Failure, then such Registration Delay Payments shall be the sole recourse of those electing Purchasers for any Filing Failure, Effectiveness Failure or Maintenance Failure (and, for the avoidance of doubt, this sentence shall not limit the rights of any Purchaser that does not elect to receive, or does not receive, the Registration Delay Payments).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effectiveeffective during the Registration Period (as defined below), to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (A) 1.0%) % of the aggregate principal amount of the Notes held by such holder’s Pro Rata Interest in the Aggregate Purchase Price holder on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the day of a Maintenance Failure and (B) 1.5% of the aggregate principal amount of the Notes held by such holder on each of the following dates: (i) on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after the day of a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after the day of a Effectiveness Failure until such Effectiveness Failure is cured; cured and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after the day of a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, if either: (ix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) of this Agreement is: (A) not filed with the Commission on or before the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iiy) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(t))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, effective or to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, then in each case, as partial relief for the damages to any holder of Common Shares by reason of any such delay in or reduction of its ability to register a sufficient sell the Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (A) the total number of shares Registrable Securities held by such holder, multiplied by (B) the greater of (I) the arithmetic average of the Weighted Average Price of the Common StockStock on each of the five (5) consecutive Trading Days immediately preceding January 1, 2006 and (II) the arithmetic average of the Weighted Average Price of the Common Stock on each of the five (5) consecutive Trading Days immediately preceding February 1, 2006 (subject in each case to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (C) the sum of (i) 0.02, if such Registration Statement is not declared effective by the Effectiveness Deadline, plus (ii) the product of 0.000667 multiplied by, as the case may be, (I) in the event of an occurrence described in clause (B) of this Section 2(d)(i)(x), the number of days after the Effectiveness Deadline that the Registration Statement is not initially declared effective by the SEC, or (II) in the event of an occurrence described in Section 2(d)(i)(y), the number of days after the Registration Statement has been declared effective by the SEC that the Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on such Registration. ii. Any payment to which a “Maintenance Failure”)holder shall be entitled pursuant to Section 2(d)(i) is referred to herein as a "REGISTRATION DELAY PAYMENT." A Registration Delay Payment shall be paid on the earlier of (A) the last day of the calendar month during which such Registration Delay Payment is incurred and (B) the third Business Day after the event or failure giving rise to the Registration Delay Payment is cured. iii. In the event that a Registration Statement covering any Registrable Securities and required to be filed by the Company pursuant to Section 2(d)(i) of this Agreement is not declared effective by the SEC on or before the Effectiveness Deadline, then, in addition to the Registration Delay Payments and as additional partial relief for the damages to any holder of such Registrable Securities by reason of any such delay in its ability to sell such Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such shall, no later than the third (3rd) Business Day after the applicable Registration Statement is declared effective by the SEC, pay such holder an amount in cash equal to one percent the amount (1.0%if greater than $0) equal to the product of (A) the total number of such Registrable Securities held by such holder’s Pro Rata Interest in , multiplied by (B) the Aggregate Purchase result of (I) the arithmetic average of the Weighted Average Price of the Common Stock on each of the following dates: five (x5) consecutive Trading Days immediately preceding the Effectiveness Deadline (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), minus (II) the day arithmetic average of a Filing Failure and the Weighted Average Price of the Common Stock on every thirtieth each of the five (30th5) day (prorated for periods totaling less than thirty (30) days) thereafter until consecutive Trading Days immediately preceding the date on which such Filing Failure Registration Statement is cured; (y) declared effective by the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedSEC. The payments to which a holder shall be entitled pursuant to this Section (c2(d)(iii) are referred to herein as “"ADDITIONAL REGISTRATION DELAY PAYMENTS." iv. In the event the Company fails to make any Registration Delay Payments”; provided, that no Payment or Additional Registration Delay Payments shall be required following the termination of the Reporting Period; provided furtherPayment in a timely manner, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Additional Registration Delay Payment occurred and all other Registration Delay Payments Payment, as the case may be, shall be paid on bear interest at the earlier of (I) the last day rate of the calendar lesser of 2.0% per month during which such Registration Delay Payments are incurred and (IIprorated for partial months) or the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedhighest lawful interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the 30th day after the Filing Deadline (a “Filing Failure”), or (B) filed with the SEC but not declared effective by the Commission SEC on or before the 30th day after the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay become liable for payment to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of thirty (30) days after a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is curedcured or until the date two (2) years after the Closing Date; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is curedcured or until the date two (2) years after the Closing Date; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedcured or until the date two (2) years after the Closing Date. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) filed with the SEC but not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The Company shall also pay the reasonable fees of Legal Counsel to enforce the provisions hereof. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the date that is thirty (30) Business Days after the Closing Date or any Additional Closing Date, as applicable (each such date, respectively, a "Filing Deadline (a “Filing Failure”Deadline"), or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Convertible Debentures relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%i) of the Initial Outstanding Principal Amount (as such holder’s Pro Rata Interest term is defined in the Aggregate Purchase Price on each Convertible Debentures) paid by such Investor for its Convertible Debentures multiplied by (ii) the product of (I) .0005 multiplied by (II) the following dates: sum of (x) the day number of a days after the applicable Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure Deadline that the Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective DateRegistration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or Statement, to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Registrable Security or Warrant held by such Holder equal to one percent the product of (1.0%i) the number of Warrant Shares held by such holder plus the number of Warrant Shares issuable upon exercise of Warrants (without regard to any limitations on exercise) held by such Holder, multiplied by (ii) the greater of the Warrant Exercise Price (as defined in the Warrants) and the Closing Sale Price (as defined in the Warrants) of such holder’s Pro Rata Interest the Common Stock on the applicable date on which the Company incurred the payment obligation provided in this Section 2(e), multiplied by (iii) the Aggregate Purchase Price on each sum of (A) .02, if the following dates: Registration Statement is not filed by the Filing Deadline, plus (B) .02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) .00067 multiplied by (II) the sum of (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section (c2(e) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day business day after the event or failure giving rise to the Registration Delay Delayed Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 2.0% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the portion of the Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) allocable to the Note and Warrants and associated with such Investor’s Registrable Securities not included in and still unsold under such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (IIB) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: If (A) the Initial Registration Statement is not filed with the Commission SEC on or before the Initial Filing Deadline (a “Filing Failure”)Deadline, or (B) the Initial Registration Statement is not declared effective by the Commission SEC on or before the Initial Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (iiC) on any day during the Reporting Period and after the Effective Date, Initial Registration Statement has been declared effective by the SEC sales of all of the Initial Registrable Securities required to be included on such the Initial Registration Statement cannot be made (other than during a Current Report Update Grace Period (Aas defined in Section 3(b)) during or a Post-Effectiveness Grace Period (as defined in Section 3(t)) that is an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(t)) pursuant to such the Initial Registration Statement (including, without limitation, including because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”Initial Registrable Securities), thenthen in each case, in addition as partial relief for the damages to any holder of the Initial Registrable Securities by reason of any such delay in or reduction of its ability to sell the Initial Registrable Securities (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product of (1.0%X) the product of (I) the total number of Initial Registrable Securities held by such holder’s Pro Rata Interest in , multiplied by (II) the Aggregate Purchase arithmetic average of the Weighted Average Price of the Common Shares on each of the following dates: five (x5) consecutive Trading Days immediately preceding the Initial Closing Date (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (Y) the product of 0.000333 multiplied by, as the case may be, (I) in the event of an occurrence described in clause (A) of this paragraph 2(e)(i), the number of days after the applicable Filing Deadline that the Initial Registration Statement is not filed with the SEC, or (II) in the event of an occurrence described in clause (B) of this paragraph 2(e)(i), the number of days after the Initial Effectiveness Deadline that the Initial Registration Statement is not initially declared effective by the SEC (without duplication of days accounted for in the immediately preceding clause (I)), or (III) in the event of an occurrence described in clause (C) of this paragraph 2(e)(i), the number of days after the Initial Registration Statement has been declared effective by the SEC that the Initial Registration Statement is not available (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included and maintained on the Registration Statement; provided, however, that the Company shall not be obligated to pay any amounts to such holder pursuant to this paragraph 2(e)(i) in respect of any days after the first date on which such holder may sell all of the Initial Registrable Securities held by such holder without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act. (ii) If (A) an Additional Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) of this Agreement is not filed with the SEC on or before the applicable Additional Filing Deadline, (B) an Additional Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) is not declared effective by the SEC on or before the applicable Additional Effectiveness Deadline or (C) on any day after such Additional Registration Statement has been declared effective by the SEC sales of all the Additional Registrable Securities required to be included on such Registration Statement cannot be made (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) pursuant to such Registration Statement (including because of a Filing Failure and on every thirtieth failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Additional Registrable Securities), then in each case, as partial relief for the damages to any holder of such Additional Registrable Securities by reason of any such delay in or reduction of its ability to sell such Additional Registrable Securities (30thwhich remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product (calculated separately for Additional Registrable Securities with respect to each Delivery Date) day of (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yX) the day product of (I) the total number of such Additional Registrable Securities held by such holder, multiplied by (11) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the Delivery Date on which such Additional Registrable Securities were issuable (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (Y) the product of 0.000333 multiplied by, as the case may be, (I) in the event of an occurrence described in clause (A) of this paragraph 2(e)(ii), the number of days after the applicable Additional Filing Deadline that such Additional Registration Statement is not filed with the SEC, or (II) in the event of an occurrence described in clause (B) of this paragraph 2(e)(ii), the number of days after the Additional Effectiveness Failure Deadline that such Additional Registration Statement is not initially declared effective by the SEC (without duplication of days accounted for in the immediately preceding clause (I)), or (III) in the event of an occurrence described in clause (C) of this paragraph 2(e)(ii), the number of days after such Additional Registration Statement has been declared effective by the SEC that such Additional Registration Statement is not available (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) for the sale of at least all the Additional Registrable Securities required to be included and maintained on every thirtieth the Additional Registration Statement; provided, however, that the Company shall not be obligated to pay any amounts to such holder pursuant to this paragraph 2(e)(ii) in respect of any days after the first date on which such holder may sell all of such Additional Registrable Securities held by such holder without restriction pursuant to Rule 144(k) (30thor successor thereto) day promulgated under the 1933 Act. (prorated for periods totaling less than thirty (30iii) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (cSections 2(e)(i) and 2(e)(ii) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid made on the earlier of (IA) the last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. (iv) In the event that a Registration Statement covering any Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(i) or 2(a)(ii) of this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline, then, in addition to the applicable Registration Delay Payments and as additional partial relief for the damages to any holder of such Registrable Securities by reason of any such delay in its ability to sell such Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall, no later than the third Business Day after the applicable Registration Statement is declared effective by the SEC, pay such holder an amount in cash equal to the amount (if greater than $0) equal to the product of (A) the total number of such Registrable Securities held by such holder, multiplied by (B) the result of (I) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the applicable Effectiveness Deadline (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), minus (II) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the date on which such Registration Statement is declared effective by the SEC. The payments to which a holder shall be entitled pursuant to this Section 2(e)(iii) are referred to herein as “Additional Registration Delay Payments.” (v) In the event the Company fails to make Registration Delay Payments or Additional Registration Delay Payments in a timely manner, such Registration Delay Payments or Additional Registration Delay Payments, as the case may be, shall bear interest, in each case until paid in full, at a rate equal to the lesser of (A) 1.5% per month (equivalent to a per annum rate of 18.0%), prorated for partial months, and (B) the highest lawful interest rate.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”"; provided, however, that no in the event of an Effectiveness Failure with respect to the Initial Registration Statement, the Registration Delay Payments shall will be required following calculated from the termination of the Reporting Period; provided further, date that in no event shall the aggregate Registration Delay Payments accruing under this Section is ninety (c90) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days days after the event or failure giving rise Closing Date such that the first payment due upon the occurrence of such Effectiveness Failure shall include payments pursuant to such Registration Delay Payment occurred both clause (ii) and all other (iv) above. Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the Company shall no longer be obligated to pay Registration Delay Payments after the termination of the Registration Period (as defined below).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) filed with the SEC but not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor which holds Notes an amount in cash equal to one two percent (1.02.0%) of the aggregate principal amount of the Notes held by such holder’s Pro Rata Interest in Investor immediately following the Aggregate Purchase Price Closing Date on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section (c2.2(g) are referred to herein as “"REGISTRATION DELAY PAYMENTS." For the avoidance of doubt, no Registration Delay Payments”; provided, that no Payments may be made unless specifically allowed by the Intercreditor Agreement. Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreements to the contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate principal amount of the Notes issued on the Closing Date pursuant to the Securities Purchase Agreements.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: applicable Required Registration Amount is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before thirty (30) calendar days after the Effectiveness Deadline or Additional respective Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the respective Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, or because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as the sole monetary remedy for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available in equity, including, without limitation, specific performance), then, (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in addition cash equal to any other rights two percent (2.0%) of the holders may have under aggregate Purchase Price (as such term is defined in the Transaction Documents or under applicable law, Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure; and (B) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one half percent (1.01.5%) of such holder’s Pro Rata Interest in the Aggregate aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) on the thirtieth day after the date of a Filing Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on the initial thirtieth day after the date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedcured provided, however, that (i) the maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall be eleven percent (11%) of the aggregate Purchase Price paid by such Investor pursuant to the Securities Purchase Agreement, (ii) the Company shall not be liable for Registration Delay Payments to any Investor under this Agreement with respect to any Cutback Shares that the SEC requires the Company to exclude from a Registration Statement pursuant to Rule 415 and (iii) the Company shall not be liable for liquidated damages to any Investor under this Agreement with respect to any Registrable Securities covered by such Registration Statement that may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1). The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. In no event shall the Company incur Registration Delay Payments if it is simultaneously incurring Public Information Failure Payments (as defined in the Securities Purchase Agreement).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the applicable Initial Filing Deadline or Additional Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and for five (5) consecutive calendar days after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, a failure to register a sufficient number of shares Common Shares or a failure to maintain the listing or trading of the Common StockShares on an Eligible Market (as defined in the Note) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: an amount in cash equal to one percent (1.01%) of the Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities required to be included in such Registration Statement, but not so included, on each of the following dates: (xi) the day of a Filing Failure, (ii) the day of an Effectiveness Failure and (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on the initial thirtieth day after the date of a Maintenance Failure and on every thirtieth day thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on of the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of three percent (3%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the product of (a) the number of Registrable Securities included in such holder’s Pro Rata Interest Registration Statement and (b) the greater of (I) the arithmetic average of the Weighted Average Price (as defined in the Aggregate Purchase Notes) of the Common Stock during the twenty (20) consecutive Trading Day (as defined in the Notes) period immediately preceding such Payment Date (as defined below), and (II) the Conversion Price (as such term is defined in the Notes) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedcured (each of the foregoing, a “Payment Date”); provided, however, that in the case of an Effectiveness Failure relating to the failure of the Initial Registration Statement to be declared effective by the SEC on or prior to the Initial Effectiveness Deadline where the Initial Registration Statement is subject to a full review by the SEC, then the Registration Delay Payments (as defined below) relating to such failure shall be deemed to have occurred and begun accruing on the date that is one-hundred and forty (140) calendar days following the Closing Date). For the avoidance of doubt, if any Filing Deadline or Effectiveness Deadline falls on a date that is not a Business Day, then such Filing or Effectiveness Deadline shall be the next Business Day. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no . Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate of all Registration Delay Payments for all holders of Registrable Securities exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the “Registration Delay Payments Cap”). All Registration Delay Payments shall be made to the Investors in proportion to the respective amounts of each Investor’s Registrable Securities on the date such payment becomes due. With respect to each Investor that is subject to the Registration Delay Payments Cap, any amount in excess of the Registration Delay Payments Cap (the “Excess Registration Delay Payments”) shall cause the Conversion Price of that Investor’s Notes to be lowered by an amount equal to the quotient of the amount of that Investor’s Excess Registration Delay Payments divided by the then outstanding amount of that Investor’s Notes. Notwithstanding anything to the contrary contained herein, no Registration Delay Payments shall be payable (i) with respect to any Registrable Securities excluded from a Registration Statement by election of an Investor or (ii) to the extent such Effectiveness Failure or Filing Failure for which such Registration Delay Payments are due is caused by the Company’s inability to file a Registration Statement or have a Registration Statement declared effective, as applicable, due to comments from the SEC relating to the number of shares being registered on such Registration Statement or the Investors being deemed affiliates or control persons of the Company under Rule 415.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common StockStock or a suspension or delisting of the Common Stock on its principal trading exchange or market) (a “Maintenance Failure”), ) then, in addition as relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent and one-half (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph If (b) above, if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (Ai) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (Bii) filed with the SEC but not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iib) on any day during the Reporting Period and after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 6(r)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement Statement, a suspension or delisting of the Common Stock on the Principal Market or a failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay become liable for payment to each holder of Registrable Securities relating to such Registration Statement of an amount in cash equal to one two percent (1.02%) of the aggregate value of such holder’s Pro Rata Interest Registrable Securities required to be included in such Registration Statement (excluding for days prior to the Aggregate Purchase Price Conversion Commencement Date only, the value of any Conversion Shares included in such Registrable Securities) (such value being determined by multiplying the number of such securities by the greater of (A) the then-current market price of such securities and (B) $0.70) on each of the following dates: (x) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is curedcured or until the date two (2) years after the Subsequent Closing Date; (y) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is curedcured or until the date two (2) years after the Subsequent Closing Date; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c) 5 are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) aboveSection 4(a), if either: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Purchase Price Subscription Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one and one-half percent (1.5%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no .” Registration Delay Payments shall be required following accrue on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e.Maintenance Failure, corresponding to a total delay of six (6) months). The first such Registration Delay Payment as applicable, and thereafter shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred accrue and all other Registration Delay Payments shall be paid on the earlier of (I) the last thirtieth day of after the calendar month during which such event or failure giving rise to the Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the “Registration Delay Payments Cap”).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is not (A) not filed with the Commission SEC on or before the Filing Fling Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), or (ii) on any day during the Reporting Period and after the Effective Date, Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(t))) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Replacement Warrants an amount in cash equal to one percent the product of (1.0%i) the aggregate number of Registrable Securities held by such holder, multiplied by (ii) $5.00 (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transaction after the date of this Agreement), multiplied by (iii) the sum of (A) 0.02, if the Registration Statement is not filed by the Filing Deadline, plus (B) 0.02, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of such holder’s Pro Rata Interest in the Aggregate Purchase Price on each of the following dates: (x) the day number of a days after the Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until Deadline that such Filing Failure Registration Statement is cured; not filed with the SEC, plus (y) the day number of an days after the applicable Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure Deadline that the Registration Statement is cured; and not declared effective by the SEC, plus (z) the initial day number of a Maintenance Failure and days after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Registrable Securities required to be included on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedRegistration Statement pursuant to Section 2(e). The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of the lesser of 2.0% per month (prorated for partial months) or the highest lawful maximum interest rate, in each case, until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be until such event is cured, or on the third Business Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to one percent the product of (1.0%i) of such holder’s Pro Rata Interest in the Aggregate Purchase Price multiplied by (ii) 0.02, provided, however, that such payment shall apply on each a pro-rata basis for any portion of a 30 day period prior to the following dates: (x) the day cure of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Failure, Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a or Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedas applicable. The In the event the Company fails to make any payments to which a holder shall be entitled pursuant to this Section 2(f) in a timely manner, such payments shall bear interest at the rate of 1.0% per month, or such lower maximum amount as is permitted by law, (cprorated for partial months) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that until paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (I) seventy-five one hundredths of a percent (1.0.75%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure and (II) one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after the day of a Filing Failure until such Filing Failure is cured; (yii) on every thirtieth day (pro rated for periods totaling less than thirty days) after the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (ziii) on every thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured.7

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during after such Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”Stock)(a "MAINTENANCE FAILURE"), then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be until such event is cured, or on the third Business Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to one percent the product of (1.0%i) the aggregate Principal (as defined in the Notes) of such holder’s Pro Rata Interest Investor's Notes convertible into Conversion Shares included in such Registration Statement (to the Aggregate Purchase Price extent that such Conversion Shares have not been sold) multiplied by (ii) 0.015, provided, however, that such payment shall apply on each a pro-rata basis for any portion of a 30 day period prior to the following dates: (x) the day cure of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Failure, Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a or Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedas applicable. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments " and shall be required following the cease to accrue upon termination of the Reporting Registration Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), ) or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “Filing Failure”), "FILING FAILURE") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), "EFFECTIVENESS FAILURE") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), "MAINTENANCE FAILURE") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Filing Failure until such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after an Effectiveness Failure until such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(f) are referred to herein as “Registration Delay Payments”; provided, that no "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be required following paid on the termination day of the Reporting Period; provided furtherFiling Failure, that in no event shall Effectiveness Failure and the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) initial day of a holder’s Pro Rata Interest in Maintenance Failure, as applicable, and thereafter on the Aggregate Purchase Price earlier of (i.e., corresponding to a total delay of six (6I) months). The first such Registration Delay Payment shall be paid within three (3) Business Days the thirtieth day after the event or failure giving rise to such Registration Delay Payment occurred and all other the Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of two percent (2.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the aggregate Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Price for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Any amount in excess of the Registration Delay Payments Cap (the "EXCESS REGISTRATION DELAY PAYMENTS") shall cause the Conversion Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investor's Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (Aa) not filed with the Commission SEC on or before the Filing Deadline (a “Filing Failure”), ) or (Bb) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional Effectiveness DeadlineResolution Date (as defined below, as the case may be if applicable) (an “Effectiveness Failure”), ) or (ii) on any day during the Reporting Period Registration Period, and after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 4(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock) (a “Maintenance Failure”), ) then, in addition as partial relief for the damages to any Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (xi) the day of a Filing Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (yii) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (ziii) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until the date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled pursuant to this Section (c3(f) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other .” Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, (1) no Registration Delay Payments shall accrue with respect to Cutback Shares, if any; and (2) in the event that the SEC has not declared a Registration Statement effective on or before the Effectiveness Deadline solely as a result of unresolved comments or inquiries based on or arising from facts or circumstances of the Company occurring prior to the closing date of the Merger, and for no other reason, then the Registration Delay Payments applicable to an Effectiveness Failure shall not accrue and shall toll for each day following the Effectiveness Deadline until the earlier of (x) the date that the Company and the SEC resolve all such comments or inquiries (the “Resolution Date”), and (y) the effective date of the Registration Statement.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is: is (A) not filed with the Commission SEC on or before the respective Filing Deadline (a “"Filing Failure”), ") or (B) not declared effective by the Commission SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “"Effectiveness Failure”), ") or (ii) on any day during the Reporting Period and after the Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”), ") then, in addition as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other rights the holders may have under the Transaction Documents remedies available at law or under applicable lawin equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Purchase Price (as such holder’s Pro Rata Interest term is defined in the Aggregate Securities Purchase Price Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (xi) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (yv) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (zvi) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth thereafter (30th) day (prorated pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “"Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other ." Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be due pursuant to this Section 2(g) (i) if the relevant failure is a result of an SEC review of the applicable Registration Statement where the SEC comments relate solely to the application of Rule 415 by the SEC or (ii) if the relevant failure is a result of force majeure.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph i. If (b) above, if either: (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is: is not (AI) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), ) or (BII) not declared effective by the Commission SEC on or before the applicable Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”), ) or (iiB) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-Kin Section 3(s))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock, as determined in accordance with Section 2(f)) (a “Maintenance Failure,” and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a “Registration Default”), then, in addition to any other rights the holders may have under the Transaction Documents or under applicable law, then the Company shall pay pay, as partial liquidated damages (but not as a penalty) to each any holder of Registrable Securities relating Preferred Shares or Warrants by reason of any such delay in or reduction of its ability to such Registration Statement sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate value of such holder’s Pro Rata Interest Registrable Securities required to be included in such Registration Statement (such value being determined by multiplying the Aggregate Purchase Price number of such Registrable Securities by the greater of (x) the then-current market price of such securities, and (y) $0.70) on each of the following dates: (x1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y2) the initial day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. ii. The payments to which a holder shall be entitled pursuant to this Section (c2(g) are referred to herein as “Registration Delay Payments”; provided.” In the event the Company fails to make Registration Delay Payments in a timely manner, that no such Registration Delay Payments shall be required following bear interest at the termination rate of the Reporting Period; provided furtherlesser of 1.5% per month (prorated for partial months) or the highest lawful interest rate, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest each case, until paid in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to paragraph (b) above, if either: If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), 2(b) or 2(f) of this Agreement is: is not (A) not filed with the Commission SEC on or before the applicable Filing Deadline (a “Filing Failure”), or (B) not declared effective by the Commission SEC on or before the Effectiveness Deadline or Additional applicable Effectiveness Deadline, as (ii) the case may be Company fails to timely perform its obligations set forth in clauses (an “Effectiveness Failure”), a) through (g) of Section 3 of this Agreement or (iiiii) on any day during after a Registration Statement has been declared effective by the Reporting Period and after the Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during the period (Athe “Post-Effective Period”) during beginning on the first day on which a post-effective amendment is required to be filed by the Company pursuant to the undertakings referred to in Rule 415 of the 1933 Act and ending on the earlier of (x) the forty-fifth (45th) day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC (a “Post-Effective Period Deadline”) or an Allowable Grace Period (as defined below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock, as determined in accordance with Section 2(f)) (a any such failure or breach being referred to as an “Maintenance FailureEvent,” and the date on which such Event occurs being referred to as the “Event Date”), ) then, in addition to any other rights the holders of Notes may have under the Transaction Documents hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(g) for the period from the Event Date or the last monthly anniversary of such Event Date to the date such Event Date has been cured) until the applicable Event is cured (each a “Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to one percent the product of (1.0%i) 1.5% of the original purchase price of the Registrable Securities held by such holder’s Pro Rata Interest in , multiplied by (ii) a fraction, the Aggregate Purchase Price on each numerator of the following dates: (x) the day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (y) the day of an Effectiveness Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (z) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled the number of total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and the denominator of which shall be 30 calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(g) in full in a timely manner, such payments shall bear interest at the rate of 1.00% per month (cprorated for partial months) are referred to herein as “Registration Delay Payments”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that until paid in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is curedfull.